
The Commercial Companies Law promulgated by Royal Decree 18/2019 provides a comprehensive legal framework for the merger of companies in the Sultanate of Oman. A merger is a formal process whereby one or more companies, even if under liquidation, merge with another company.
Speaking exclusively to the Times of Oman, Dr. Mohammed Ibrahim Al Zadjali, Founding Partner of Mohammed Ibrahim Law Firm, a leading law office in the Sultanate stated that “the law stipulates two distinct methods for merger. The first is merger by ‘incorporation’, involving the dissolution of one or more companies and the transfer of their entire assets and liabilities to an existing company. The second is merger by ‘consolidation’, where two or more companies dissolve to establish an entirely new company, to which all their assets and obligations are transferred.”
He further stated that “the merger process is initiated by a resolution passed by each participating company, in accordance with the rules prescribed for amending its Constitutive Documents. This resolution must include critical details such as the names of the merging companies, the name of the resulting entity, and the share exchange ratios. The merger does not become effective until it receives final approval from the Competent Body and is registered with the Commercial Registrar”.
“A crucial protective measure within the law is the right granted to creditors. The merger resolution must be published, and creditors are afforded a 30 days period from the date of official notification or publication to submit a formal objection to the Registrar if the merger adversely affects their rights,” he said.
“Upon successful completion, and provided there are no unresolved objections, the incorporating company or the new company assumes all rights and liabilities of the merged companies by universal succession from the date of registration”.
“This structured process ensures that mergers are conducted with legal certainty, transparency, and due regard for the rights of all stakeholders,” he concluded.
* (Mohammed Ibrahim Law Firm ([email protected]), (+968 244 87 600) was established 18 years ago and is serving clients through its offices in Muscat and Sohar, as well as operating on a request basis in other areas. It offers legal representation across a wide range of practice areas that include Labour Law, Corporate, Commercial, Contracts, Banking and Finance, International Trade, Foreign Investment, Insurance, Maritime Law, Construction and Engineering Contracts, International Arbitration, Intellectual Property and more).